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Sale & Purchase AGREEMENT

Buyer's order is accepted upon and subject to Buyer's assent to the terms stated below, which Buyer agrees are a complete, final and fully integrated statement of the agreement (the "Agreement") between Buyer and Seller. They may not be varied in any way at any time, except by a further written agreement approved and executed by a specifically authorized representative of Seller.

1) PRICES AND PAYMENT: The price of the equipment/product/system will be as mentioned in the sales Offer. All sales are on as is basis and payments are due and payable (without offset or deduction) as follows:

(a) Sales of Product(s) to buyer: 100% advance upon execution of this Agreement.

All orders are subject to approval of Seller’s credit department at time of shipment.
If shipments are delayed due to the actions of Buyer or due to other conditions beyond Seller's control, payment or pro rata payment, as the case may be, are due and payable on invoices issued on or after the date Seller is prepared to make shipment. If performance of work hereunder is delayed by Buyer, pro rata payments are due and payable on invoices issued when or at any time after the delay begins. Product(s) held for Buyer shall be at Buyer's risk and expense. Notwithstanding anything to the contrary herein, Seller may require full or partial payment in advance, if in the judgment of Seller, the financial condition of Buyer at any time prior to shipment so warrants. In the event of failure of Buyer to make payments for any instalment of goods when due or Buyer’s breach of any other provision of this Agreement, Seller may withhold further delivery until the default has been remedied or may require that subsequent deliveries be paid for in cash upon delivery. On overdue accounts, interest shall be charged and payable on the amount of the unpaid balance at the lower of: (i) one and one-half percent (1 1/2%) per month, or (ii) the highest rate of interest then permitted by law.
To secure payment of all amounts due to Seller hereunder, Buyer hereby grants Seller a security interest in any and all Products, Parts, accessories and equipment (and in all proceeds and products of the foregoing) which may be sold, licensed and/or furnished by Seller to Buyer hereunder.

2) RISK: Except as otherwise agreed to in writing, all risk of loss or damage to the Product(s) or any Part thereof, shall pass to Buyer and shall become Buyer’s sole responsibility upon Seller’s completion of delivery to the Buyer’s facility.

3) TITLE: Except as otherwise agreed to in writing, title to the Product(s) or any Part thereof, shall pass to Buyer upon the Seller receipt of Buyer’s final payment equalling 100% of the mutually agreed upon payment amount due to Seller. The Product(s) or Spare Part(s) shall be and remain personal or movable property, not withstanding their mode of attachment to realty or other property.

4) TAXES, DUTIES AND PERMITS: Seller’s prices neither include any sales, use, excise, or similar taxes nor any export, import or other duties. All such duties and taxes are extra and as per laws of country of buyer and seller.

5) SHIPMENTS: Shipping dates herein are approximate and are based upon estimated factory work schedules currently in effect. They are subject to timely receipt of all necessary materials and supplies from Seller's vendors, all necessary information and data from Buyer, priority and scheduling requirements, and other contingencies beyond Seller's control. The time within which shipment shall be made hereunder shall include such additional time from the date herein specified as may be required by reason of non-availability or shortage of materials, supplies, labor, fuel, power or data, or by strike, flood, riot, fire, government regulation, explosion, terrorism, war or other casualty or cause beyond the reasonable control of Seller.
Seller will use its best efforts within a reasonably practicable period of time after the occurrence of such condition to notify Buyer of the nature of the occurrence and the estimated length of additional time necessary to full this order.
SELLER SHALL NOT IN ANY EVENT BE LIABLE FOR ANY LOSS, DAMAGES OR EXPENSES, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, LOSS OF PROFITS OR REVENUES OR OTHERWISE, INCURRED OR SUFFERED BY BUYER OR BUYER’S CUSTOMERS AS A RESULT OF ANY DELAY IN SHIPMENT OR DELIVERY. Buyer specifically and explicitly agrees that it has no rights hereunder to claim force majeure as an exculpating reason for any default on its part.

6) PACKING: Unless a preferred packing method is provided for elsewhere in the order, all articles shall be packaged and packed for shipment and storage in accordance with good commercial practices. Preferred packing charges shall be paid by Buyer.

7) ACCEPTANCE: Unless Seller agrees in writing to the contrary, Buyer shall inspect each Product or Part promptly upon, and in any event within five (5) days following, delivery. In the event Buyer fails to notify Seller of any defect, deficiency, omission, or nonconforming delivery with respect to Products or Parts delivered to Buyer within ten (10) days following delivery, Buyer shall be deemed to have unconditionally accepted delivery of such Products and Parts. If any Product or Part delivered or required to be delivered by Seller to Buyer shall be defective, omitted, or otherwise nonconforming, Buyer must deliver a written notice to Seller within ten (10) days following such nonconforming delivery by Seller, specifying in such notice the particular defect, deficiency, omission, or nonconformity upon which Buyer is relying to justify rejection of delivery. Buyer hereby agrees that such ten (10) day period is a reasonable period of time after delivery within which to reject products. Within ten (10) business days following Seller’s receipt of Buyer's written notice of rejection with respect to Products or Parts sold or licensed hereunder, Seller may notify Buyer in writing of Seller's intention to cure any such defective or nonconforming goods, and Seller shall have a reasonable period of time thereafter within which to make a conforming delivery or to otherwise correct or remedy the specific condition upon which Buyer is then relying in rejecting the Products or Parts. Any rejection properly made by Buyer shall apply only to nonconforming goods, and Buyer is required to complete its purchase of all other Products and Parts pursuant to any and all Purchase Orders between Buyer and Seller, strictly in accordance with the terms and conditions thereof.

8) WARRANTIES: The seller does offer 16 months of warranty on the Broadsound product(s).

9) RETURNS: No returns are accepted for this product, except
any malfunctions during warranty period.

10) REMEDIES: If Buyer shall fail to make payments in accordance with the prices and terms specified herein, or be delinquent in any other payment owing to Seller, or if Buyer's financial condition at any time does not, in Seller's judgment, justify continuance of work or shipments on the original terms of payment specified herein, Seller may, in addition to all other remedies, require payment in advance for any further work or shipments hereunder or may terminate this Agreement. In the event of bankruptcy or insolvency of Buyer or any proceedings brought by or against Buyer under the Bankruptcy or insolvency laws, Seller at its option may cancel any order that is outstanding from Buyer. If default is made in any of the payments herein, Buyer agrees that Seller may retain all payments that have been made on account of the purchase price up to 20% of the purchase price, as liquidated damages. Seller shall also be entitled to the immediate possession of the Product(s) or Spare Part(s) without prejudice to Seller's right to recover any expenses or damages Seller may suffer by reason of such non-payment. Buyer acknowledges that any waiver on Seller’s part of any one default in performance under this agreement shall not be considered a waiver of any other such default.

11) GENERAL: Orders may not be assigned without the prior written consent of Seller. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and no waiver, alteration or modification of any provision thereof shall be binding unless in writing and signed by an authorized representative of Seller. If any portion or clause of this Agreement is held invalid or unenforceable as to any person or under any circumstances, the invalidity or lack of application shall not impair or affect the other provisions and the application of those provisions which can be given effect without the invalid or unenforceable provision or application. With this intention, the provisions of this agreement are declared to be severable. All notices from one party to the other shall be in writing and shall be delivered in person, by facsimile, or sent by U.S. Registered Mail to each party at the address indicated herein, or at any other, upon notification of the change of address to the other in accordance with this provision. Notice delivered personally shall be deemed received upon delivery. Notice delivered by facsimile shall be deemed received upon delivery, provided that the original copy of such notice, properly executed by the sender (if required) shall be sent by U.S. Mail, postage prepaid, and received by the addressee within three (3) business days after delivery of the facsimile copy. Notice delivered by registered or certified mail shall be deemed received on the third (3rd) business day after posting.

12) RESOLUTION OF DISPUTES: Each party hereby consents to and confers exclusive jurisdiction to enforce any of the rights or obligations under this Agreement or to resolve any dispute arising out of or in connection with this Agreement, or the transactions contemplated herein, under Swiss juridiction.

13) APPLICABLE LAW: This Agreement, and all Purchase Orders related hereto, shall be governed by and construed under the laws of Switzerland.